Exhibit
      10.11

     

    Private
      Placement Purchase and Escrow Agreement

    


    As
      of
      ______________, 2008

     

    To
      the
      Board of Directors of

    New
      Asia
      Partners China Corporation:

    


    Ladies
      and Gentlemen:

    


    The
      undersigned hereby subscribes for and agrees to purchase [___________] Warrants
      (“Insider Warrants”), at $1.00 per Insider Warrant, of New Asia Partners China
      Corporation (the “Corporation”) for a purchase price of $[___________]
      (“Purchase Price”). The purchase and issuance of the Insider Warrants shall
      occur simultaneously with the consummation of the Corporation's initial public
      offering of securities (“IPO”) which is being underwritten by Maxim Group LLC
      (“Maxim”). The Insider Warrants will be sold to the undersigned on a private
      placement basis and not as part of the IPO. Except as set forth herein, the
      Insider Warrants shall be identical to the warrants included in the units issued
      in the IPO.

    


    At
      least
      24 hours prior to the effective date of the registration statement filed in
      connection with the IPO (“Registration Statement”), the undersigned shall
      deliver the Purchase Price to Continental Stock Transfer & Trust Company
      (“Escrow Agent”) to hold in an account until the Corporation consummates the
      IPO. Simultaneously with the consummation of the IPO, Escrow Agent shall deposit
      the Purchase Price, without interest or deduction, into the trust fund (“Trust
      Fund”) established by the Corporation for the benefit of the Corporation's
      public stockholders as described in the Corporation’s Registration Statement,
      pursuant to the terms of an Investment Management Trust Agreement to be entered
      into between the Corporation and Escrow Agent. In the event that the IPO is
      not
      consummated within 14 days of the date the Purchase Price is delivered to Escrow
      Agent, then upon receipt of a written instruction signed by the Corporation
      and
      Maxim, Escrow Agent shall return the Purchase Price to the
      undersigned.

    


    The
      undersigned represents and warrants that it has been advised that the Insider
      Warrants have not been registered under the Securities Act; that it is acquiring
      the Insider Warrants for its account for investment purposes only; that it
      has
      no present intention of selling or otherwise disposing of the Insider Warrants
      in violation of the securities laws of the United States; that it is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
      the Securities Act of 1933, as amended (the “Securities Act”); and that it is
      familiar with the proposed business, management, financial condition and affairs
      of the Corporation.

    


    Moreover,
      the undersigned agrees that it shall not sell or transfer the Insider Warrants
      or any underlying securities until 30 days after the date on which the
      Corporation consummates a merger, capital stock exchange, asset acquisition
      or
      other similar business combination with an operating business (as more fully
      described in the Registration Statement) (“Business Combination”), except (i) if
      the undersigned is an entity, to such entity’s members or owners in proportion
      to their membership interest or upon its liquidation, (ii) if the undersigned
      is
      an individual, by gift to a member of such individual’s immediate family or to a
      trust, the beneficiary of which is the undersigned or a member of his or her
      immediate family, (iii) by virtue of the laws of descent and distribution upon
      death of the undersigned, (iv) pursuant to a qualified domestic relations order
      or (v) in the case of Maxim, to their respective officers, partners, employees
      or other affiliates; provided, however, that such transfers may be implemented
      only upon the respective transferee’s written agreement to be bound by the terms
      and conditions of this agreement and of the Insider Letter signed by the
      undersigned, and the undersigned acknowledges that the certificates for such
      Insider Warrants shall contain a legend indicating such restriction on
      transferability.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    The
      Company hereby acknowledges and agrees that so long as the Insider Warrants
      are
      held by the undersigned or his affiliates, (i) the Insider Warrants will not
      be
      redeemable by the Company and (ii) the Insider Warrants may be exercised on
      a
      cashless basis by surrendering such Warrants for that number of shares of Common
      Stock equal to the quotient obtained by dividing (x) the product of the number
      of shares of Common Stock underlying the Warrants, multiplied by the difference
      between the exercise price of the Warrants and the “Fair Market Value” (defined
      below) by (y) the Fair Market Value. The “Fair Market Value” shall mean the
      average reported last sale price of the Common Stock for the five trading days
      ending on the trading day prior to the date on which the Insider Warrants are
      exercised.

     

    Maxim
      hereby represents and warrants severally and not jointly to Escrow Agent that
      reasonable controls have been established and required due diligence performed
      to comply with “Know Your Customer” regulations, USA Patriot Act, Office of
      Foreign Asset Control (OFAC) regulations and the Bank Secrecy Act.

    


    The
      Corporation and Maxim jointly and severally agree to indemnify Escrow Agent
      and
      its officers, directors, employees, agents and shareholders (collectively
      referred to as the “Indemnitees”) against, and hold them harmless of and from,
      any and all loss, liability, cost, damage and expense, including without
      limitation, reasonable counsel fees, which the Indemnitees may suffer or incur
      by reason of any action, claim or proceeding brought against the Indemnitees
      arising out of or relating in any way to this Agreement or any transaction
      to
      which this Agreement relates, unless such action, claim or proceeding is the
      result of the willful misconduct or gross negligence of the
      Indemnitees.

    


    —Signature
      Page Follows—


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    The
      terms
      of this agreement and the restriction on transfers with respect to the Insider
      Warrants may not be modified without the prior written consent of
      Maxim.

    


    
      	
              Very
                truly yours,

            
	
               

            	
               

            
	
              [__________________]

            
	
               

            	
               

            
	
              By:

            	
              [_________________]

            
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

    


    
      	
              Agreed
                to:

            
	
               

            	
               

            
	
              NEW
                ASIA PARTNERS CHINA CORPORATION

            
	
               

            	
               

            
	
              By:
                

            	
               

            
	
               

            	
              Name:
                

            
	
               

            	
              Title: 

            
	
               

            	
               

            
	
              CONTINENTAL
                TRANSFER & TRUST CO.,

            
	
              ESCROW
                AGENT

            
	
               

            	
               

            
	
              By:

            	
               

            
	
               

            	
              Name:
                

            
	
               

            	
              Title: 

            
	
               

            	
               

            
	
              MAXIM
                GROUP LLC

            
	
               

            	
               

            
	
              By:

            	
               

            
	
               

            	
              Name:
                

            
	
               

            	
              Title: